Okaloosa County BOCC — November 4, 2014 — Purchase & Sale Agreement — reading text

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made this day of November, 2014, between HAISEAL TIMBER, INC., with an address at Post Office Box 1458, Soperton, Georgia 30457, as "Seller" and OKALOOSA COUNTY, a political subdivision of Florida, through its Board of County Commissioners (the "Board") with an address at 1804 Lewis Turner Boulevard, Suite 100, Fort Walton Beach, Florida 32547, as “Purchaser.” For and in consideration of Ten and No/100ths Dollars ($10.00), the purchase price and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO PURCHASE AND SELL. (A) _ Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, subject to the terms and conditions hereinafter set forth, all of Seller's rights, title, and interest in and to the real property located in Okaloosa County, Florida, described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. (B) The acquisition by the Purchaser will be handled through the Okaloosa County Water and Sewer Department as a separate enterprise fund of the County, with the Utility Director as the Purchaser's representative. (C) There shall be no deposit required with the execution of this Agreement by the Purchaser. 2. CONTINGENCIES. (A) This Agreement shall not be binding on the parties until fully executed first by the Seller and then only upon approval by the Okaloosa County Board of County Commissioners and execution by the Chairman of that Board. All dates and timelines herein shall run from the date this Agreement is executed by the Chairman of the Okaloosa County Board of County Commissioners. (B) The enforceability of this Agreement against the Purchaser is also wholly contingent on Purchaser receiving the Readiness and Environmental Protection Integration Program Grant funds and the Defense Infrastructure Grant funds committed to pay for the property (‘Grants’). Purchaser shall use due diligence and proceed in good faith to secure the Grants. Should Grant funds fail to be delivered, this Agreement shall be null and void, and any deposits made by Okaloosa County shall be immediately returned. Purchaser A/ Seller (C) If the Agreement is not approved by the Board of County Commissioners and executed by the Chairman of that Board by December 31, 2014 this offer by Seller shall be deemed null and void unless the Seller, at its sole option, elects in writing to extend the duration of this offer. 3. PURCHASE PRICE. (A) The purchase price for the Property is One Thousand Six Hundred Fifteen and 62/100 DOLLARS ($1,615.62) per acre for nine hundred sixty one and 24/100 (961.24) acres, rounded to One Million Five Hundred Fifty Three Thousand AND NO/100 DOLLARS ($1,553,000.00) ("Initial Purchase Price") which, after credit for any deposit, will be paid by County certified check or by electronic transfer at closing. (B) Seller hereby authorizes Purchaser to issue a County check or electronic transfer for the Purchase Price directly to the Escrow Agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the Escrow Agent to pay Seller's expenses of sale and prorated real estate taxes. (C) The Initial Purchase Price is subject to adjustment in accordance with Seller credits and debits as set forth in this Agreement and the Final Purchase Price shall be determined consistent therewith. 4. FEASIBILITY AND SUITABLITY ANALYSIS. (A) _ Seller has provided Purchaser with access to the Property and Purchaser, at its expense, has undertaken such analysis of the Property as it deems appropriate to determine feasibility and suitability for Purchaser's purposes. (B) Environmental Site Assessment — Seller has provided to Purchaser any previous, current, or pending court actions or regulatory actions, environmental audit information, if any, and other such information regarding any potential hazardous soil or water conditions on or around the Property that are in Seller's control. (C) Purchaser, at its expense, has conducted an Environmental Baseline Survey which concluded there were no environmental concerns on the Property. However, prior to closing, should further information come to light or circumstances on the Property change, Purchaser may conduct further environmental site assessment to determine the existence and extent, if any, of any Hazardous Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law. In the event an environmental audit confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall, at its 2 Purchaser A/ Seller sole cost and expense and prior to the closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials ("Environmental Law"). However, should the estimated cost to Seller of clean up of Hazardous Materials exceed a sum which is equal to 2% of the Final Purchase Price, Seller may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing and delivery and recording of the deed and Purchaser's possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws at Seller's sole cost and expense. (D) Survey - Purchaser has or shall have, at its expense, the Property surveyed to the Florida Minimum Technical Standards for Land Surveys, certified by a professional surveyor licensed by the State of Florida (“Survey”). The Survey shall be used to resolve any minor discrepancies regarding the acreage of the tract and the Final Purchase Price. If the Survey shows any encroachment on the Property or that improvements intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect as provided in paragraph 6. If the Survey shows any material deviations in the represented acreage, size, or configuration of the Property or location of easements, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to an adjustment of the Initial Purchase Price. (E) Appraisal - Purchaser has, at its expense, had the Property appraised by two independent appraisers approved pursuant to Section 253.025(6)(b), Florida Statutes. The Initial Purchase Price for the Property reflects an average of the appraised value of the Property. (F) Other Investigations - Purchaser has been provided the opportunity to undertake such other tests, analyses, investigations, and inspections as deemed necessary by Purchaser to determine to Purchaser's satisfaction the Property's zoning restrictions and land use; environmental features; access to public roads and utilities; consistency with growth management plans; and all other investigations or inspections that Purchaser deems necessary to determine the Property's suitability for the Purchaser's intended use. &: TITLE INSURANCE. Purchaser may obtain a title insurance commitment (the “Commitment’), to be followed by an ALTA owner's title insurance policy from a title insurance company approved by Purchaser, insuring marketable title to the Property in the amount of the Initial Purchase Price. Purchaser iV Seller 6. DEFECTS IN TITLE. If the Commitment or Survey furnished pursuant to this Agreement discloses any title matters that are not acceptable to Purchaser, Purchaser shall, have ten (10) days from the effective date of this Agreement in which to give written notice to Seller of any unacceptable title matters (‘Title Notice”); provided, however, that (a) ad valorem taxes for the year of Closing and subsequent years; and (b) the Florida Power Company electric transmission corridor utility easement shall not constitute permissible grounds for objection by Purchaser (the “Disclosed Title Matters”), it being understood and agreed that if Purchaser is dissatisfied with the such Disclosed Title Matters, that Purchaser's sole remedy shall be cancellation of the Agreement. Purchaser's failure to deliver a Title Notice, or to mention any title matter in the Title Notice, shall constitute a waiver of objections to title by Purchaser to the extent that the Title Notice either is not given or does not disclose an objection or objections. Seller shall have the right, but not the obligation, within ten (10) days from the actual receipt of the Title Notice in which to cure the objections or defects so specified by Purchaser, and if Seller elects to cure, Seller shall use reasonable diligence to cure same within such time period. Defects arising from liens against the Property shall be satisfied at Closing from Seller's proceeds. If Seller is unsuccessful in removing the title defects set forth in the Title Notice within said time or if Seller elects not to pursue the curing of said title defects set forth in the Title Notice, Purchaser shall have the option to either; (a) accept the title as it then is with no reduction in the Purchase Price, or (b) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement. Le CLOSING. (A) The consummation of the transaction contemplated by this Agreement (the “Closing") shall take place at the County Administrator's office or another mutually agreed upon site, on a date after Board approval that is mutually agreeable to the parties (the “Closing Date”), but no later than 5:00 p.m. CST December 31, 2014 unless a delay is mutually agreeable to the parties. Possession of the Property shall be granted by Seller to Purchaser no later than the Closing Date. (B) It is the intent of the parties that Purchaser will be conveyed, at Closing, fee simple ownership of the Property. (C) At Closing the Seller shall execute, acknowledge and deliver to Purchaser the following for the conveyance of the Property: (Is A General Warranty Deed conveying the Property, which deed shall be in form for recording in the public records of Okaloosa County; 2: A mechanic's lien and possession affidavit in sufficient form and substance so as to allow the Title Company to remove the mechanic's lien exception and parties-in-possession exception from the Title Commitment; 4 Purchaser iV Seller 3 An affidavit that there have been no changes to the conditions of title from that shown in the Title Commitment in order for the Title Company to delete the "gap" exception; 4. Instruments satisfactory to Purchaser and the Title Company reflecting the proper power, good standing and authorization for the sale of the Property from Seller to Purchaser hereunder; 5. A FIRPTA affidavit in form and substance acceptable to Purchaser and the Title Company; 6. Assignment of any access easements with adjacent property owners for ingress and egress to portions of the Property; and 7, A closing statement